One person Co., Ltd. is responsible for debt shareholders?Pingshan Court reminds public and private property clearly

In real life, in order to facilitate decision -making management in the early days of entrepreneurship, many operators often choose to set up one -person Co., Ltd. However, because there is only one shareholder, the lack of rights supervision and checks and balance between shareholders, there are inevitable situations where shareholders' personal funds are frequent or even mixed with corporate assets.

So, when one person Co., Ltd. has debt, does shareholders need to bear joint responsibility? How to bear the liability of joint and bring? Recently, the People's Court of Pingshan District of Shenzhen has concluded that such a dispute over the processing contract for shareholders' debt was sued by shareholders.

The company arrears processing fees, and shareholders have been complained to repay

Company A and company B were originally commercial partners, and Company A processed and produced home products based on the raw materials and product specifications provided by Company B. Company B provided processing venues and paid processing fees and rent. On March 19, 2020, the two sides settled the previous accounts. On March 23, 2020, Company B issued an IOU to Company A, which stated that Company B owned Company A's processing fee of 38,2660 yuan. Later, because Company B failed to pay the arrears in full, Company A filed a lawsuit, requiring Company B to pay the remaining arrears, and asked the shareholder Zhang to bear the liability for liability for settlement.

Company B was established on March 27, 2013. On October 24, 2019, Company B changed to a limited liability company (wholly -owned natural person), and one person shareholder was Zhang. During the trial process, Zhang argued that he had truthfully fulfilled his investment obligations during his tenure as a shareholder, and there was no case of insufficient capital contribution and mixed property.

Public and private property are mixed, shareholders are responsible

The Pingshan Court tried that the case was a dispute over the processing contract. Company B owes 38,2660 yuan in the processing model of Company A. It has evidence provided by Company A's proof, clear accounts, and arrears, and the evidence is really sufficient. Regarding Company A's request to pay the processing fee immediately, it is evident in law and supports it. Zhang Mou was the only shareholder of Company B (wholly -owned natural person). Because he did not provide evidence to prove that the company's property was independent of his own property, Zhang should be responsible for the company's debt during his operation.

In summary, the Pingshan Court made a first trial judgment and ordered Company B to pay the processing fee of 38,2660 yuan to Company A, and Zhang bears a joint responsibility. After the first trial was pronounced, Zhang appealed. The Shenzhen Intermediate People's Court made a second trial judgment, rejected the appeal, and maintained the original judgment.

[Judge's statement] Public and private must be clear, do not mix with property

The undertaking judge said that one -person Co., Ltd. has the advantages of controlling investment risks, time saving time and money, and high efficiency, but the company's personality is mixed with shareholders' personality, which is not conducive to protecting the rights of creditors. Clear debt.

In order to prevent one -person shareholder's arbitrary specialty and abuse of corporate legal personality, my country's current law has strict regulations on one -person limited liability company, Article 62 of the "Company Law of the People's Republic of China" stipulates: "One person limited liability company shall be at the end of each accounting year. The financial accounting report is compiled, and the accounting firms are audited "; Article 63 stipulates that" shareholders of one -person limited company cannot prove that the company's property is independent of the shareholders' own property, and shall bear the liability for the company's debt. "

The above two items belong to Article 20 of the "Company Law of the People's Republic of China". The special provisions of the company's legal personality denying system in one person limited liability company, from the perspective of the inverted proof liability, urged a company's shareholders to abide by the relevant regulations of the company law. When one -person shareholders cannot prove that when the personal property is independent of the company's property, the law prevents the individual property of the one -person shareholder's mix of the company's property. One person's personality is denied, and the shareholders of one person should be responsible for the company's debt.

In this case, Zhang is the only shareholder of Company B. It only proves that it has truthfully fulfilled the obligations of capital capital, but it has not proved that the company has an independent and complete financial system and the company's property is not mixed with the personal property of the shareholders. In the case that Zhang failed to prove that the company's property was independent of his personal property, it should be liable for the company's debt.

The judge reminded that in business activities, shareholders should respect the company's independent personality, establish an independent financial management system and audit system, and adhere to the annual audit and produce accounting statements. The property should be distinguished significantly. Even if the shareholders receive the company's property with their personal accounts, they must be included in the company's account book. Otherwise, the public and private property will be mixed, and the shareholders may have the risk of liability for the company's debt.

Shenzhen Evening News reporter Yixiao Hong correspondent Qiu Yanhong Liu Bin

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